Hagerty (HGTY) extends Markel alliance and assumes 100% Essentia risk

Rhea-AI Filing Summary

Hagerty, Inc. updated key agreements with longtime partner Markel Group and related entities as part of a previously announced fronting arrangement. The Sixth Amended and Restated Master Relationship Agreement now runs through December 31, 2028, keeps Hagerty’s option for its subsidiary OpCo to purchase Essentia Insurance Company between January 1, 2026 and January 1, 2028, and removes certain mutual exclusivity and other restrictive covenants.

The company also executed a Seventh Amended and Restated Limited Liability Company Agreement for OpCo that removes additional exclusivity restrictions between the parties. A new General Agency Agreement grants Hagerty Insurance Agency broader authority to produce, bind, service, and manage Essentia policies. A new Quota Share Reinsurance Agreement, effective January 1, 2026, provides that Hagerty Reinsurance Limited will assume 100% of the risk on specified Essentia policies going forward.

Insights

Insurance partnerships and capital structure analyst

Hagerty restructures Markel partnership, adds 100% quota share reinsurance.

Hagerty, Inc. has refreshed its core arrangements with longstanding partner Markel Group Inc. by extending the master relationship to December 31, 2028 and preserving OpCo’s option to acquire Essentia Insurance Company between January 1, 2026 and January 1, 2028. The removal of certain mutual exclusivity and other restrictive covenants in both the master relationship and OpCo LLC agreements gives Hagerty and Markel more contractual flexibility in how they operate their respective businesses.

The new General Agency Agreement formalizes Hagerty Insurance Agency’s role in producing, binding, servicing, and managing Essentia policies, while the Quota Share Agreement effective January 1, 2026 shifts 100% of the risk on specified Essentia policies to Hagerty Reinsurance Limited. This concentrates underwriting risk within Hagerty’s reinsurance vehicle while maintaining Essentia as the issuing carrier. Future disclosures in company reports may show how this structure affects premiums retained, loss experience, and capital needs over time.

0001840776false00018407762025-12-312025-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

December 31, 2025

Date of Report (date of earliest event reported)

HAGERTY, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-40244			86-1213144
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

121 Drivers Edge

Traverse City, Michigan 49684

(Address of principal executive offices and zip code)

(800) 922-4050

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

HGTY

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01    Entry into a Material Definitive Agreement

On December 31, 2025, following receipt of required regulatory approvals, Hagerty, Inc. (the “Company”), Markel Group Inc., a significant Company stockholder and longstanding strategic partner (“Markel”), The Hagerty Group, LLC (“OpCo”), Hagerty Insurance Agency, LLC (“HIA”), Hagerty Reinsurance Limited (“Hagerty Re”), and Essentia Insurance Company (“Essentia”) consummated the previously announced fronting arrangement by amending and/or entering into, among other agreements, the material agreements described below.

Sixth Amended and Restated Master Relationship Agreement

On December 31, 2025, the Company and OpCo, a subsidiary of the Company, entered into the Sixth Amended and Restated Master Relationship Agreement (the “Relationship Agreement”) with Markel, which amended and restated the Fifth Amended and Restated Master Alliance Agreement, dated December 18, 2023. The Relationship Agreement was amended and restated to, among other things: (i) revise its term through December 31, 2028; (ii) retain OpCo’s option to purchase Essentia, which option may be exercised between January 1, 2026 and January 1, 2028 on the terms set forth therein; (iii) remove certain restrictive covenants, including mutual exclusivity provisions; and (iv) make certain other administrative changes. The foregoing description of the Relationship Agreement does not purport to be complete and is qualified in its entirety by the full text of the Relationship Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Seventh Amended and Restated Limited Liability Company Agreement

On December 31, 2025, the Company executed the Seventh Amended and Restated Limited Liability Company Agreement with Markel and the other members of OpCo (the “Amended LLC Agreement”), to among other things, remove certain restrictive covenants, including exclusivity provisions relating to the businesses of the Company and its subsidiaries. The foregoing description of the Amended LLC Agreement does not purport to be complete and is qualified in its entirety by the full text of the Amended LLC Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

General Agency Agreement

On December 31, 2025, HIA and Hagerty Re, both subsidiaries of the Company, executed the General Agency Agreement with Essentia (the “General Agency Agreement”). The General Agency Agreement governs program business that is the subject of the Quota Share Agreement (as defined below). The General Agency Agreement grants HIA the authority to produce, bind, service, and manage Essentia policies, which will be 100% reinsured by Hagerty Re. The General Agency Agreement primarily expands HIA’s administrative authority in respect of the business that is the subject of the Quota Share Agreement. The foregoing description of the General Agency Agreement does not purport to be complete and is qualified in its entirety by the full text of the General Agency Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Quota Share Agreement

On December 31, 2025, HIA and Hagerty Re entered into a new Quota Share Reinsurance Agreement with Essentia (the “Quota Share Agreement”), effective January 1, 2026, pursuant to which Hagerty Re will assume 100% of the risk on policies (i) issued by Essentia on or after January 1, 2026 or (ii) issued by Essentia prior to January 1, 2026, the risk period under which remains unexpired as of January 1, 2026, with respect to losses for which the date of loss is on or after January 1, 2026. The foregoing description of the Quota Share Agreement does not purport to be complete and is qualified in its entirety by the full text of the Quota Share Agreement, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
10.1						Sixth Amended and Restated Master Relationship Agreement, between the Company, The Hagerty Group, LLC, and Markel Group Inc. dated December 31, 2025, filed herewith.
10.2						Seventh Amended and Restated Limited Liability Company Agreement of The Hagerty Group, LLC, dated December 31, 2025, filed herewith.
10.3*						General Agency Agreement, between Hagerty Insurance Agency, LLC, Hagerty Reinsurance Limited, and Essentia Insurance Company, dated December 31, 2025, filed herewith.
10.4*						Quota Share Agreement, between Hagerty Reinsurance Limited, Hagerty Insurance Agency, LLC and Essentia Insurance Company, dated December 31, 2025, filed herewith.
104						Cover Page Interactive Data File (formatted as Inline XBRL)

*The schedules and exhibits to the agreements referenced under Item 9.01 have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						HAGERTY, INC.
						/s/ Diana M. Chafey
Date: January 2, 2026						Diana M. Chafey
						Chief Legal Officer and Corporate Secretary

FAQ

What did Hagerty, Inc. (HGTY) change in its relationship with Markel Group?

Hagerty and Markel entered into a Sixth Amended and Restated Master Relationship Agreement on December 31, 2025, extending the term through December 31, 2028, retaining OpCo’s option to purchase Essentia, removing certain restrictive covenants including mutual exclusivity, and making administrative updates.

What is the new Essentia purchase option for Hagerty’s OpCo subsidiary?

Under the updated master relationship, OpCo retains an option to purchase Essentia Insurance Company, which may be exercised between January 1, 2026 and January 1, 2028 on the terms set out in the agreement.

How did Hagerty (HGTY) change the OpCo limited liability company agreement?

On December 31, 2025, Hagerty, Markel, and other members of OpCo executed the Seventh Amended and Restated Limited Liability Company Agreement, which among other changes removes certain restrictive covenants, including exclusivity provisions relating to the businesses of Hagerty and its subsidiaries.

What does the new General Agency Agreement allow Hagerty Insurance Agency to do?

The General Agency Agreement dated December 31, 2025 grants Hagerty Insurance Agency, LLC authority to produce, bind, service, and manage Essentia policies that are subject to the Quota Share Agreement, primarily expanding Hagerty Insurance Agency’s administrative authority over that business.

What are the key terms of Hagerty’s new Quota Share Reinsurance Agreement with Essentia?

Effective January 1, 2026, the new Quota Share Reinsurance Agreement provides that Hagerty Reinsurance Limited will assume 100% of the risk on Essentia policies issued on or after that date and on earlier Essentia policies with unexpired risk periods as of that date, for losses where the date of loss is on or after January 1, 2026.

Which key agreements did Hagerty, Inc. file as exhibits related to these changes?

Hagerty filed as exhibits the Sixth Amended and Restated Master Relationship Agreement (Exhibit 10.1), the Seventh Amended and Restated Limited Liability Company Agreement for OpCo (Exhibit 10.2), the General Agency Agreement (Exhibit 10.3), and the Quota Share Agreement (Exhibit 10.4).